Exhibit 10.3


 


	
  

  	
   

  	
   

  	
  GLOBALSTAR,
  INC.

  461 S. MILPITAS BLVD.

  MILPITAS, CA 95035

  	
   

  	
   

  	
  Tel:
  (408) 933-4700

  Fax: (408) 933-4100

  www.globalstar.com

  	
   

  	
   

  	
  James
  Monroe III

  Chairman and

  Chief Executive Officer

  



 


May 1, 2008


 


Mr. Thomas M. Colby


 


Re:                               Employment
with Globalstar, Inc.


 


Dear Tom:


 


This letter (this “Agreement”) memorializes the terms
of your employment with Globalstar, Inc. (“Globalstar”).  Let me say at the outset that we are pleased
that you will be joining Globalstar as its Chief Operating Officer.


 


1.                                       Title.  You will be employed by Globalstar with the
title and responsibilities of “Chief Operating Officer” and you will report
directly to the Chief Executive Officer.


 


2.                                       Base
Salary; Bonus Potential.  During your
employment, Globalstar will pay you a base salary of $300,000 per year (“Base
Salary”), which will be paid in accordance with Globalstar’s standard payroll
policies and pro rated for any partial year of your employment.  You will also be eligible to receive (a) an
annual bonus in an amount equal to 50% of your Base Salary upon your meeting
certain performance criteria as determined from time to time by the Board of
Directors of Globalstar (or the Compensation Committee of the Board, if
applicable) (the “Board”) and communicated to you from time to time and (b) a
$500,000 special bonus payable at the option of Globalstar in cash or
unrestricted shares of Globalstar common stock, par value $0.0001 per share
(the “Common Stock”), after the Board, acting in the exercise of its
discretion, which shall not be withheld or delayed unreasonably, determines
that not less than twenty-four (24) satellites of Globalstar’s “second
generation constellation” have entered commercial service and are performing
satisfactorily in carrying two-way voice and data, revenue capable,
traffic.  This is expected to occur in
2010, with the special bonus anticipated to be paid by December 31, 2010
or as soon as administratively practicable thereafter.  The annual bonus will be paid during the
Bonus Payment Period.  All payments of Base
Salary and bonuses will be subject to withholding as required by law.


 


The term “Bonus Payment Period” means the period
beginning on the first day immediately following the end of the period for
which a bonus is determined (a “bonus determination period”) and ending on the
latest of (i) the last day of the calendar year in which such bonus
determination period ends, or (ii) the 15th day of the third month
following the end of the bonus determination period.  Notwithstanding the foregoing, if calculation
of the amount of a bonus is not administratively practicable due to events
beyond Globalstar’s control, the payment will be made as soon as the payment is
administratively practicable.


 

















 


3.                                       Benefits.  In addition to the compensation described
above, during your employment Globalstar will provide you with participation in
all benefit plans and programs that are then generally available to Globalstar
senior executive officers (collectively, “Benefits”), currently including the
following: (i) participation in Globalstar’s employee life, health and
disability insurance programs; (ii) participation in Globalstar’s 401(k) Plan
on the same basis as other senior officers; (iii) reimbursement rights for
ordinary business expenses per company policy; and (iv) vacation in
accordance with policies applicable to Globalstar senior executive officers.


 


4.                                       Severance.  If your employment is terminated by
Globalstar without Cause (as defined below) before or within two years
following a Change of Control, then you will be entitled to receive:  (a) any bonus earned to date from the
current calendar year per Paragraph 2 above, which shall be paid when other
executives of Globalstar are paid such annual bonuses; (b) any bonus
earned during the 12 month period following termination on a pro rated basis
per Paragraph 2 above, which shall be paid when other executives of Globalstar
are paid such annual bonuses; and (c) 12 monthly installment payments of
your then Base Salary per Paragraph 2 above, with the first monthly installment
commencing on the next payroll date following your termination of employment
and continuing for a twelve-month period following the termination of your
employment, provided you remain in compliance with Paragraph 6 below.  For purposes hereof, a bonus shall be deemed “earned”
if and when the applicable goals, milestones or other criteria triggering
payment of the bonus occur, excluding any requirements related to continued
employment.  Payments made pursuant to
this Paragraph shall not be made beyond the last day on which such payment
would qualify as a short-term deferral under Treasury Regulation §1.409A 1(b)(4) (as
applicable), except that any amounts in excess of the Separation Pay Exemption
Amount (defined below) shall be paid as follows:  (i) no portion of the excess amount may
be paid, or commence to be paid, earlier than six (6) months after the
date you separate from service, and (ii) the payments that would have
otherwise been paid during such six (6) month period shall be accumulated
and paid on the first day of the seventh month following the date you separate
from service.


 


The term “Separation Pay Exemption Amount” means an
amount equal to two times the lesser of (x) the sum of your annualized
compensation based upon the annual rate of pay for services provided to
Globalstar for your taxable year preceding the taxable year in which you
separate from service (adjusted for any increase during that year that was
expected to continue indefinitely if you had not separated from service); or (y) the
maximum amount that may be taken into account under a qualified plan pursuant
to Section 401(a)(17) of the Internal Revenue Code for the year in which
you separate from service.


 


“Change of Control” means the occurrence, after the
Effective Date, of the following with respect to Globalstar:


 


Substantially all the assets of the Company are
disposed of pursuant to a merger, consolidation, sale, or plan of liquidation
and dissolution (unless any or all of Globalstar Holdings LLC, Globalstar
Satellite LP, and Thermo Funding Company LLC, and their respective affiliates
has Beneficial Ownership of, directly or indirectly, a controlling interest
(defined as owning a majority of the voting power) in the entity surviving such
merger or consolidation or acquiring such assets upon such sale or in
connection with such plan of liquidation and dissolution).


 


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“Beneficial Ownership” has the meanings provided in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended.


 


“Cause” means (i) any act of fraud, theft or
misappropriation of property relating to Globalstar; (ii) any breach by
you of a material term of this Agreement; (iii) any material neglect, or
material misconduct by you, in discharging the duties as are set forth in this
Agreement or reasonably directed by Globalstar; (iv) any conviction or
plea of guilty or nolo contendere for any felony or
any other serious crime involving moral turpitude; or (v) any action or
failure to act by you which results in a penalty or sanction by the Securities
and Exchange Commission or the Federal Communications Commission against you or
Globalstar.  Globalstar will not
terminate you for Cause without first providing you with written notice of its
intent to terminate for Cause and the acts or omissions giving rise to the “for
Cause” termination, and providing you with an opportunity to be heard by the
Board on the subject.  In the event there
is a Change of Control, for a period of two years following the date of such
Change in Control, the term “Cause” shall not include items (i) through (v) above
and shall only mean the following:  (x) you
violate any Globalstar policy, regulation or guideline which you fail to cure
within sixty (60) days following written notice of such violation by Globalstar
to you; or (y) your conviction or plea of guilty or nolo
contendere with respect to fraudulent or illegal activities which
are materially injurious to Globalstar, monetarily or otherwise.  For purposes hereof, your employment will
also be deemed to have been terminated without Cause upon (i) a demotion
or diminution of your duties, responsibilities or status; (ii) a material
reduction in base salary or annual cash bonus incentive opportunities (whether
in one reduction or cumulatively); or (iii) a relocation of your principal
office more than 25 miles from Atherton, California.


 


5.                                       Equity
Awards.  Globalstar will grant you
the following equity awards within ninety (90) days after the Effective Date
(defined below):


 


(a)                                  A
restricted stock award equal to $1,600,000 based on the closing price of a
share of Common Stock as quoted on The NASDAQ Global Select Market on the date
of grant.  This restricted stock will
vest on the anniversary of the date of grant in each of 2011 and 2012 as to
shares valued at $500,000 at the time of grant and in 2013 as to shares valued
at $600,000 at the time of grant, contingent, with respect to each installment,
on your continuous employment with Globalstar through the date of vesting.  The foregoing notwithstanding, if any
restricted stock issued under this Agreement shall vest on a date on which a
sale of shares by you or your beneficiaries or personal representatives would
violate Globalstar’s Insider Trading Policy, vesting shall be deferred until the
next day on which the sale would not violate the Globalstar Insider Trading
Policy.  This Paragraph 6(a) may be
supplemented by an award agreement containing additional terms and conditions
that are reasonably satisfactory to you and Globalstar.


 


(b)                                 Four
nonqualified options to purchase an aggregate of 1,264,744 shares of Globalstar
Common Stock.  The options will be
exercisable when the closing price per share of Globalstar Common Stock reaches
the values specified below, contingent, with respect to each installment, on
your continuous employment with Globalstar through the date on which the
options become exercisable.  An option to
purchase 550,661 shares will have an exercise price of $5.00 per share, but
will only be exercisable when the closing price of Globalstar Common Stock


 


3

















 


equals or exceeds
$14.08  An option to purchase 335,243
shares will be exercisable at $10.00 per share, but only when the closing price
of Globalstar Common Stock equals or exceeds $18.18.  An option to purchase 202,839 shares will be
exercisable at $15.00 per share, but only when the closing price of Globalstar
Common Stock equals or exceeds $22.28 per share.  An option to purchase 176,001 shares will be
exercisable at $20 per share, but only when the closing price of Globalstar
Common Stock equals or exceeds $25.83 per share.  As used herein, the closing price means the
average closing price over any twenty (20) consecutive trading-day period
during the five-year period beginning on the grant date based on the closing
price of a share of Common Stock as quoted on The NASDAQ Global Select Market
or such other national or regional securities exchange or market system
constituting the primary market for the Common Stock.  The options will expire 10 years from the
date of grant.  This Paragraph 6(b) may
be supplemented by an award agreement containing additional terms and
conditions that are reasonably satisfactory to you and Globalstar.


 


(c)                                  The
parties hereto understand that the stock option awards are intended to be
either exempt from, or compliant with, the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended, and any applicable regulations
or similar guidance issued thereunder (“Section 409A”).


 


6.                                       Employee
Covenants.  In consideration for the
compensation package provided above, you agree to the following provisions:


 


(a)                                  You
will abide by the rules, regulations, policies, and procedures established from
time to time by Globalstar.  While you
are employed by Globalstar, you will devote your entire productive time,
ability, and attention for the benefit of Globalstar and will not render any
service of a commercial or professional nature to any other person or
enterprise without the prior written consent of Globalstar; provided, however,
that you may engage in appropriate educational, civic, charitable, or religious
activities so long as these activities do not materially impair your ability to
carry out your obligations hereunder and to devote your full business efforts
to Globalstar.


 


(b)                                 Confidential Information.  You acknowledge that the information,
observations and data obtained by you while employed by Globalstar concerning
the business or affairs of Globalstar (including Globalstar’s technology, systems,
know-how, designs, inventions, methods of doing business and supplier and
customer information) (collectively, “Confidential Information”) are the
property of Globalstar.  Except as
required by law or court order, you will not disclose or use any Confidential
Information other than in the course of performance of your employment duties
to Globalstar without the prior written consent of the Board, unless and to the
extent that such Confidential Information is or becomes generally known to and
available for use by the public other than as a result of your own wrongful
acts or omissions.  You agree to deliver
to Globalstar at the termination of your employment, or at any other time on
the written request of the Board, all memoranda, notes, plans, reports, electronic
records and other documents and data (and copies thereof) that constitute or
memorialize Confidential Information, Work Product (as defined below) or that
relate to the business of Globalstar which you then possess or have under your
control.


 


4

















 


(c)                                  Inventions.  You agree
that all inventions, innovations, improvements, developments, methods, designs,
analyses, reports, and all similar or related information which relates to
Globalstar’s actual or anticipated business or existing or future products or
services and which are conceived, developed or made by you while employed by
Globalstar (“Work Product”) are owned by Globalstar, and you hereby assign all
right, title and interest in and to such Work Product to Globalstar.  You agree to promptly disclose such Work
Product to the Board and perform all actions reasonably requested by the Board
(whether during or after the term of your employment) to establish and confirm
such ownership (including, without limitation, assignments, consents, powers of
attorney and other instruments).


 


(d)                                 Noncompetition.  You
agree that, during your employment by Globalstar and for a period of twelve
(12) months thereafter, you will not, within any market area in which Globalstar
or any of its affiliates were carrying on any business or pursuing any
customers at the time of such termination, directly or indirectly, as an
individual on your own account or as a partner or joint venturer, or employee
or agent for any person or partnership, or as employee, officer, manager,
member, agent, director, or shareholder of any corporation or entity, or
otherwise:  (i) engage in or have
any interest, active or passive, in any business which is competitive with the
business of Globalstar, or (ii) solicit or attempt to divert from
Globalstar or any of its affiliates, any then-existing customers, potential
customers with whom you have had contact during your employment, employees,
agents, or licensees, or (iii) engage in any research, marketing, or sales
of any products or services of the type sold by Globalstar during your
employment.


 


(e)                                  Goodwill.  You agree
that during your employment and for a period of twelve (12) months thereafter,
you will not intentionally disparage or act in any manner which may damage
Globalstar’s business or which would adversely affect the goodwill, reputation
and business relationships of Globalstar with the public generally, or with any
of its customers, suppliers or employees.


 


(f)                                    Any
violation by you of any of the provisions within the foregoing four paragraphs (b) through
(e) will entitle Globalstar, in addition to any other remedies, to an
injunction to restrain the violation, or to other equitable relief, without
bond or security.  You agree that in the
event any court of competent jurisdiction finds any part of the foregoing paragraphs
unenforceable, the provision(s) affected will be altered to the minimum extent
necessary to make the affected provision(s) enforceable.


 


(g)                                 You
represent that your execution of this Agreement and performance of your duties
hereunder will not violate any other agreement by which you are bound.


 


7.                                       Term
and Termination.  This Agreement is
effective for all purposes as of May 1, 2008 (the “Effective Date”), and
ending on the date upon which your employment is terminated by either you or
Globalstar.  Such employment shall be on
an “at will” basis, terminable at any time and for any reason by either you or
Globalstar (but subject to the provisions of Paragraph 4 of this Agreement).  Paragraphs 4 and 6 hereof will survive the


 


5

















 


termination of this Agreement and will remain in force
following any termination of this Agreement.


 


8.                                       Entire
Agreement; Amendment.  This Agreement
(and any supplements thereto) represents the entire agreement of the parties
with respect to the subject matter hereof, and supersedes any previous
agreement between you and Globalstar and will render the ongoing terms of any
previous agreement between you and Globalstar null and void.  This Agreement may only be amended with the
written consent of you and Globalstar.


 


9.                                       Successors
and Assigns.  This Agreement will be
binding on the parties hereto and their successors and assigns.


 


10.                                 Compliance
with Section 409A.  Notwithstanding
any other provision of this Agreement, to the extent applicable, this Agreement
is intended to comply and shall be construed to comply with Section 409A.  To the extent any provision of this Agreement
is contrary to or fails to address the requirements of Section 409A, this
Agreement shall be construed and administered as necessary to comply with such
requirements.


 


11.                                 Applicable
Law.  This Award Agreement shall be
governed by the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
the State of California.


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James Monroe III

  
	
   

  	
   

  	
  Chairman and Chief
  Executive Officer

  



 


JMIII/caw


 


To acknowledge your acceptance
of this Agreement, please sign and return.


 


	
  AGREED BY:

  	
  /s/ Thomas M. Colby

  	
   

  	
  May 1, 2008

  
	
   

  	
  Thomas M. Colby

  	
   

  	
  Date

  



 


6
















 


GLOBALSTAR, INC.


RESTRICTED STOCK BONUS AWARD AGREEMENT


 


THIS
AWARD AGREEMENT, is entered into on August         ,
2008 by and between Globalstar, Inc., a Delaware corporation (the “Company”),
and Thomas M. Colby (“you”).  Capitalized
terms used in this Award Agreement but not defined in this Award Agreement have
the meanings given to them in the Amended and Restated Globalstar, Inc.
2006 Equity Incentive Plan (the “Plan”).


 


In
accordance with the letter agreement dated May 1, 2008 between the Company
and you (the “Letter Agreement”), the Company hereby agrees to grant you
Restricted Stock Bonus Awards consisting of shares of the Company’s Common
Stock, par value $0.0001 per share (“Shares”) under the Plan as set forth
below:


 


	
  Value at Grant

  	
   

  	
  Grant and Vesting Date

  
	
  $500,000

  	
   

  	
  Upon Board of Director determination, in its
  discretion, that not less than 24 satellites of the Company’s second
  generation constellation have entered commercial service and are performing
  satisfactorily in carrying two-way voice and data, revenue capable, traffic.

  
	
    500,000

  	
   

  	
  July 11, 2011

  
	
    500,000

  	
   

  	
  July 11, 2012

  
	
    600,000

  	
   

  	
  July 11, 2013

  



 


GRANT
AND VESTING. On each of the Grant and Vesting Dates, the Company shall issue
and you shall acquire, subject to this Award Agreement and applicable
provisions of the Plan, a Restricted Stock Bonus consisting of the number of
Shares determined by dividing the applicable Value at Grant by the Fair Market
Value per share in dollars of the Stock on the last Trading Day that shall have
occurred before the respective Vesting Date; provided that you have remained
continuously employed by the Company (such employment being hereinafter
referred to as “Service”) through the applicable Vesting Date. Subject to the
following sentence, all of such Shares shall be vested fully on the Grant
Date.  The foregoing notwithstanding, if
any Restricted Stock Bonus issued under this Award Agreement otherwise would
vest on a date on which a sale of Shares by you or your beneficiaries or
personal representatives would violate the Company’s Insider Trading Policy,
vesting shall be deferred until the next day on which the sale would not
violate the Insider Trading Policy.


 


ISSUANCE OF SHARES IN COMPLIANCE WITH LAW. 
Issuance of Shares shall be subject to compliance with all applicable
requirements of federal, state, or foreign law.  No Shares shall be issued
at any time when issuance would constitute a violation by the Company of any
applicable federal, state, or foreign securities laws or other law or
regulations or the requirements of any Stock Exchange or market system on which
the Stock may then be listed.  The inability of the Company to obtain from
any regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful issuance of any Shares
under this Award Agreement shall toll the Company’s obligation to issue such
Shares until such disability shall have been removed, and shall relieve the
Company of any liability in respect of any resultant delay in issuance of
Shares as to which such requisite authority shall not have been obtained. 
As a condition to the issuance of the Shares, the Company may require you to
satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable law or regulation and to make any representation
or warranty with respect thereto as may be requested by the Company.


 


COMPLIANCE WITH RULE 16B-3.  The Restricted Stock Bonus Awards subject to
this Award Agreement have been approved by the Board of Directors in compliance
with Rule 16b-3(d) promulgated under the Securities Exchange Act of
1934.


 

















 


FORFEITURE.
If your Service terminates for any reason, the portion of the Restricted Stock
Bonus Awards which are not then granted or vested shall be immediately
forfeited and canceled.


 


BUY
OUT.  Upon the occurrence of any Grant
and Vesting Date, the Company will have the right to elect to pay you cash
equal to the applicable Value at Grant in lieu of issuing the Shares.  The Company’s determination to issue Shares
or to pay cash on any Grant and Vesting Date shall in no way affect the Company’s
right to elect to issue Shares or to pay cash upon the occurrence of any other
Grant and Vesting Date.


 


TAXES.
You must pay all applicable U.S. federal, state and local taxes resulting from
the grant of this award or the issuance of Shares upon vesting of this award.
The Company has the right to withhold all applicable taxes due upon the vesting
of this award (by payroll deduction, the withholding of Shares from delivery or
otherwise) from the proceeds of this award or from future earnings (including
salary, bonus, director’s fees or any other payments). Subject to compliance
with applicable law and the Company’s Insider Trading Policy, you may satisfy
the Company’s tax withholding obligations in accordance with procedures
established by the Company providing for delivery by you to the Company or a
broker approved by the Company of properly executed instructions, in a form
approved by the Company, providing for the assignment to the Company of the
proceeds of a sale with respect to some or all of the Shares issued upon
vesting of each award.


 


You
understand that you should consult with your tax advisor regarding the
advisability of filing with the Internal Revenue Service an election under Section 83(b) of
the Code, which must be filed no later than thirty (30) days after the date of
the acquisition of the Shares pursuant to this Award Agreement.  Failure to file an election under Section 83(b),
if appropriate, may result in adverse tax consequences to you.  You acknowledge that you have been advised to
consult with a tax advisor regarding the tax consequences of the acquisition of
Shares hereunder.  ANY ELECTION UNDER SECTION 83(b) YOU
WISH TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH YOU
ACQUIRE THE SHARES.  THIS TIME PERIOD
CANNOT BE EXTENDED.  YOU ACKNOWLEDGE THAT
TIMELY FILING OF A SECTION 83(b) ELECTION IS YOUR SOLE
RESPONSIBILITY, EVEN IF YOU REQUEST GLOBALSTAR OR ITS REPRESENTATIVE TO FILE SUCH
ELECTION ON YOUR BEHALF.  You agree to
notify Globalstar in writing before you file an election pursuant to Section 83(b) of
the Code.


 


It
is the intention of the parties that the Restricted Stock Bonus Awards under
this Award Agreement comply with, and/or be exempt from, the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, so that no adverse tax
consequences will be imposed upon you under such Section at the time any
Restricted Stock Bonus Award vests.  The
Plan is not intended to be a qualified plan under the Federal Employee
Retirement Income Security Act.  Nothing
in this Award Agreement or in the Plan shall be construed to be at variance
with these intentions.


 


CONDITIONS.
These Restricted Stock Bonus Awards are governed by and subject to the terms
and condition of the Plan, which contains important provisions of this award
and forms a part of this Award Agreement. 
A copy of the Plan is being provided to you, along with a summary of the
Plan.  If there is any conflict among any
provision of this Award Agreement, the Plan and the Letter Agreement, this
Award Agreement will control.  Your
rights and obligations under this Award Agreement are also governed by and are
subject to applicable U.S. laws.


 


MARKET
STANDOFF PERIOD.  You hereby acknowledge
and agree that if so requested in connection with any registration of the
offering of any securities of the Company (or any successor) under the
Securities Act, you will not sell or otherwise transfer any Shares or other
securities of the Company (or a successor) during the 180-day period (or such
other period as may be requested by any underwriter or the Company in writing)
(the “Market Standoff Period”) following the effective date of a registration
statement of the Company (or any successor), any parent corporation (as defined
in Section 424 of the Internal Revenue Code) or any Subsidiary filed under
the Securities Act.  To enforce this
restriction, such entity may impose stop-transfer instructions with respect to
securities subject to the foregoing restrictions until the end of such Market
Standoff Period.


 

















 


NOTICES.
Any notices required or permitted hereunder shall be addressed to the Company
at its corporate headquarters, attention: Director of Human Resources, or to
you at the address then on record with the Company, as the case may be, and
deposited, postage prepaid, in the United States mail. Either party may, by
notice to the other given in the manner aforesaid, change his or its address
for future notices.


 


HEADINGS.
The headings of paragraphs herein are included solely for convenience of
reference and shall not affect the meaning or interpretation of any of the
provisions of this Award Agreement.


 


LIMITATIONS
ON LIABILITY. As illustrative of the limitations of liability of the Company,
but not intended to be exhaustive thereof, nothing in this Award Agreement
shall be construed to: give you any right to be granted an award other than as
set forth herein or at the sole discretion of the Board of Directors of the
Company; give you any rights whatsoever with respect to Shares except as
specifically provided in this Award Agreement; limit in any way the right of
the Company or its subsidiaries or affiliates to terminate your Service at any
time; or be evidence of any agreement or understanding, expressed or implied,
that the Company or its subsidiaries or affiliates will employ you in any
particular position, at any particular rate of compensation or for any
particular period of time.


 


GOVERNING
LAW. This Award Agreement shall be governed by and construed in accordance with
the laws of the State of California without regard to its conflict of laws
principles.


 


SUCCESSOR.
This Award Agreement shall bind and inure to the benefit of the Company, its
successors and assigns and you and your personal representatives and assigns.


 


AMENDMENT.
This Award Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto.


 


SURVIVAL
OF AGREEMENT.  To the extent necessary to
carry out the intentions of the parties hereto, the respective rights and
obligations of the parties hereunder shall survive any termination of this
Award Agreement.


 


COUNTERPARTS.  This Award Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


ACKNOWLEDGEMENT.
The Company has caused this Award Agreement to be duly executed by its duly
authorized officer. To acknowledge receipt of this award, please sign and
return one copy of this Award Agreement to the Company’s Director of Human
Resources.


 


	
  GLOBALSTAR,
  INC.

  	
   

  	
  THOMAS
  M. COLBY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 
















 


GLOBALSTAR, INC.


NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


 


THIS
AWARD AGREEMENT, is entered into on August         ,
2008 (the “Grant Date”), by and between Globalstar, Inc., a Delaware
corporation (the “Company”), and Thomas M. Colby (“you”).


 


GRANT.
In accordance with the letter agreement dated May 1, 2008 between the
Company and you (the “Letter Agreement”), the Company hereby awards you four
sets of non-qualified stock options (“Options”) to purchase the number of
shares of the Company’s Common Stock, par value $0.0001 per share (“Shares”)
set forth below, at the corresponding Option Prices set forth below, subject to
the terms and conditions of this Award Agreement:


 


	
  No. of Shares 

  	
   

  	
  Option Price 

  	
   

  	
  Vesting Price 

  	
   

  
	
  550,661

  	
   

  	
  $

  	
  5.00

  	
   

  	
  $

  	
  14.08

  	
   

  
	
  335,243

  	
   

  	
  10.00

  	
   

  	
  18.18

  	
   

  
	
  202,839

  	
   

  	
  15.00

  	
   

  	
  22.28

  	
   

  
	
  176,001

  	
   

  	
  20.00

  	
   

  	
  25.83

  	
   

  
								



 


VESTING.
Each set of Options will vest on the first date, if any, during the period
commencing on the Grant Date and ending on July 11, 2013 (the “Vesting
Period”), on which the Share price attains the amount indicated above.  For such purpose, the Share price will be the
average closing price of Company Common Stock as quoted on The NASDAQ Global
Select Market (or other national or regional securities exchange or market
system constituting the primary market for the Common Stock) over any twenty
(20) consecutive trading-day period.  No
Option will vest unless you have remained continuously employed by the Company
(such employment being hereinafter referred to as “Service”) through the applicable
vesting event.


 


FORFEITURE.
If your Service terminates for any reason, any unvested portion of the Options
shall be immediately forfeited and canceled.


 


TERM.
Each Options will expire July 11, 2018 (the “Expiration Date”).


 


COMPLIANCE WITH RULE 16B-3.  The Options subject to this Award Agreement
have been approved by the Board of Directors in compliance with Rule 16b-3(d) promulgated
under the Securities Exchange Act of 1934.


 


EXERCISE.
Once vested, an Option will remain exercisable with respect to any vested
Shares until the Expiration Date following termination of Service for any
reason other than Cause (as defined in the Letter Agreement).  If your Service is terminated for Cause, any
unexercised vested portion of the Options shall be immediately forfeited and
canceled.


 


Only
vested Options may be exercised. In order to exercise any Option, you must
deliver to the Company a written notice at least one (1) day prior to the
Expiration Date indicating the Option and the number of Shares being exercised,
accompanied by full payment of the Option Price. You must exercise an Option
for at least 100 shares, unless the total number of Shares covered by that
Option is less than 100, in which case you must exercise the Option for all
remaining Shares. You may pay the Option Price in cash, by transferring to the
Company Shares owned by you for at least six months prior to the exercise with
a Fair Market Value (as defined in the Company’s Amended and Restated 2006
Equity Incentive Plan) equal to the Option Price on the date of exercise, by
delivery of an irrevocable instruction to a broker approved by the Company of
properly executed instructions, providing for the assignment to the Company of
the proceeds of a sale with respect to some or all of the Shares issued upon
exercise of an Option, or a 


 

















 


combination
thereof. You will have no rights as a stockholder with respect to the Shares
before exercise of an Option and delivery to you of a certificate evidencing
those Shares or a statement evidencing the entry of the Shares in your name in
book entry form.


 


TAXES.
You must pay all applicable U.S. federal, state and local taxes resulting from
the issuance of Shares upon exercise of the Options. The Company has the right
to withhold all applicable taxes due upon the exercise of the Options (by
payroll deduction, the withholding of Shares from delivery or otherwise) from
the proceeds of such exercise or from future earnings (including salary, bonus,
director’s fees or any other payments). Subject to compliance with applicable
law and the Company’s Insider Trading Policy, you may satisfy the Company’s tax
withholding obligations in accordance with procedures established by the
Company providing for delivery by you to the Company or a broker approved by
the Company of properly executed instructions, in a form approved by the
Company, providing for the assignment to the Company of the proceeds of a sale
with respect to some or all of the Shares issued upon exercise of the Options.


 


It
is the intention of the parties that the Options and the Shares issued upon
exercise of an Option under this Award Agreement comply with, and/or be exempt
from, the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, so that no adverse tax consequences will be imposed upon you
under such Section at the time any exercise of an Option.  This Award Agreement is not intended to be a
qualified plan under the Federal Employee Retirement Income Security Act.  Nothing in this Award Agreement shall be
construed to be at variance with these intentions.


 


ADJUSTMENT.
If any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse
stock split, merger or consolidation, split-up, spin-off, or other similar
corporate transaction or event occurs prior to exercise of an Option, then the
Compensation Committee of the Company’s Board of Directors (the “Committee”)
may adjust the number and kind of shares subject to the Option and the purchase
price of such shares in such manner as it may deem equitable and appropriate
within the limits of applicable law or NASDAQ or other exchange rules.


 


TRANSFERABILITY
OF OPTION. You may not transfer the Options other than by will or the laws of
descent and distribution. The Options shall be exercisable during your lifetime
only by you or by your guardian or legal representative, or after your death
only by a transferee as permitted under this Award Agreement.


 


LAWS
AND REGULATIONS. No Shares shall be issued under the Options unless and until
all legal requirements applicable to the issuance of such shares have been
complied with to the satisfaction of the Committee. The Committee shall have
the right to condition any issuance of Shares to you hereunder on your undertaking
in writing to comply with such restrictions on the subsequent disposition of
such Shares as the Committee shall deem necessary or advisable as a result of
any applicable law or regulation.


 


REGISTRATION.
As soon as practicable, but in no event later than the first anniversary of the
Grant Date, the Company shall, at its expense, cause the Shares subject to the
Options to be registered under the Securities Act of 1933, as amended (the “Securities
Act”), and registered or qualified under applicable state law, to be freely
resold. The Company shall thereafter use its best efforts to maintain the
effectiveness of such registration and qualification for so long as you hold
the Options (or any portion thereof) or any of the Shares purchased thereunder,
or until such earlier date as such Shares may otherwise be freely sold under
applicable law.


 


MARKET
STANDOFF PERIOD.  You hereby acknowledge
and agree that if so requested in connection with any registration of the
offering of any securities of the Company (or any successor) under the
Securities Act, you will not sell or otherwise transfer any Shares or other
securities of the Company (or a successor) during the 180-day period (or such
other period as may be requested by any underwriter or the Company in writing)
(the “Market Standoff Period”) following the effective date of a registration 


 

















 


statement
of the Company (or any successor), any parent corporation (as defined in Section 424
of the Internal Revenue Code) or any Subsidiary filed under the Securities
Act.  To enforce this restriction, such
entity may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such Market Standoff Period.


 


NOTICES.
Any notices required or permitted hereunder shall be addressed to the Company
at its corporate headquarters, attention: Director of Human Resources, or to
you at the address then on record with the Company, as the case may be, and
deposited, postage prepaid, in the United States mail. Either party may, by
notice to the other given in the manner aforesaid, change his or its address
for future notices.


 


HEADINGS.
The headings of paragraphs herein are included solely for convenience of
reference and shall not affect the meaning or interpretation of any of the
provisions of this Award Agreement.


 


LIMITATIONS
ON LIABILITY. As illustrative of the limitations of liability of the Company,
but not intended to be exhaustive thereof, nothing in this Award Agreement
shall be construed to: give you any right to be granted an option other than as
set forth herein or at the sole discretion of the Board of Directors of the
Company; give you any rights whatsoever with respect to Shares except as
specifically provided in this Award Agreement; limit in any way the right of the
Company or its subsidiaries or affiliates to terminate your Service at any
time; or be evidence of any agreement or understanding, expressed or implied,
that the Company or its subsidiaries or affiliates will employ you in any
particular position, at any particular rate of compensation or for any
particular period of time.


 


GOVERNING
LAW. This Award Agreement shall be governed by and construed in accordance with
the laws of the State of California without regard to its conflict of laws
principles.


 


SUCCESSOR.
This Award Agreement shall bind and inure to the benefit of the Company, its
successors and assigns, and you and your personal representatives and assigns.


 


AMENDMENT.
This Award Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto.


 


SURVIVAL
OF AGREEMENT.  To the extent necessary to
carry out the intentions of the parties hereto, the respective rights and
obligations of the parties hereunder shall survive any termination of this
Award Agreement.


 


COUNTERPARTS.  This Award Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


ACKNOWLEDGEMENT.
The Company has caused this Award Agreement to be duly executed by its duly
authorized officer. To acknowledge receipt of this award, please sign and
return one copy of this Award Agreement to the Company’s Director of Human
Resources.


 


	
  GLOBALSTAR,
  INC.

  	
   

  	
  THOMAS
  M. COLBY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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